##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period ended September 30, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Transition Period from  to
 Commission File Number: 000-19580
 T-3 ENERGY SERVICES, INC.
  Delaware
    
    76-0697390(State or Other Jurisdiction
    
    (IRS Employerof Incorporation or Organization)
    
    Identification No.)7135 Ardmore, Houston, Texas
    
    77054(Address of Principal Executive Offices)
    
    (Zip Code)
 (713) 996-4110
 þ o
 o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



TABLE OF CONTENTS
 FORM 10-Q
 PART I
 Item
    
    Page1. Financial StatementsCondensed Consolidated Balance Sheets as of September 30, 2009 and
December 31, 2008
    
    
    1Condensed Consolidated Statements of Operations for the Three and Nine Months
Ended September 30, 2009 and 2008
    
    
    2Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 2009 and 2008
    
    
    3Condensed Consolidated Statements of Comprehensive Income for the Three
and Nine Months Ended September 30, 2009 and 2008
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    52. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    143. Quantitative and Qualitative Disclosures About Market Risk
    
    
    224. Controls and Procedures
    
    
    23PART II6. Exhibits
    
    
    24EX-31.1EX-31.2EX-32.1EX-32.2
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##### Table of Contents



T-3
ENERGY SERVICES, INC. AND SUBSIDIARIES
  CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands except for share amounts)
 September 30,
    
    
    December 31,2009
    
    
    2008(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    2,797
    
    
    $
    838Accounts receivable  trade, net
    
    
    32,159
    
    
    
    47,822Inventories
    
    
    58,158
    
    
    
    58,422Deferred income taxes
    
    
    6,962
    
    
    
    5,131Prepaids and other current assets
    
    
    3,220
    
    
    
    4,585Total current assets
    
    
    103,296
    
    
    
    116,798Property and equipment, net
    
    
    48,770
    
    
    
    46,071Goodwill, net
    
    
    88,563
    
    
    
    87,929Other intangible assets, net
    
    
    32,607
    
    
    
    33,477Other assets
    
    
    5,499
    
    
    
    2,837Total assets
    
    $
    278,735
    
    
    $
    287,112LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable  trade
    
    $
    17,044
    
    
    $
    26,331Accrued expenses and other
    
    
    16,910
    
    
    
    19,274Current maturities of long-term debt
    
    
    
    
    
    
    5Total current liabilities
    
    
    33,954
    
    
    
    45,610Long-term debt, less current maturities
    
    
    
    
    
    
    18,753Other long-term liabilities
    
    
    1,091
    
    
    
    1,628Deferred income taxes
    
    
    10,898
    
    
    
    10,026Commitments and contingenciesStockholders equity:Preferred stock, $.001 par value, 25,000,000 shares authorized,
no shares issued or outstanding
    
    
    
    
    
    
    Common stock, $.001 par value, 50,000,000 shares authorized,
12,950,458 and 12,547,458 shares issued and outstanding at
September 30, 2009 and December 31, 2008
    
    
    13
    
    
    
    13Warrants, 10,157 issued and outstanding at September 30, 2009 and
December 31, 2008
    
    
    20
    
    
    
    20Additional paid-in capital
    
    
    178,601
    
    
    
    171,042Retained earnings
    
    
    52,823
    
    
    
    40,036Accumulated other comprehensive income (loss)
    
    
    1,335
    
    
    
    (16
    )Total stockholders equity
    
    
    232,792
    
    
    
    211,095Total liabilities and stockholders equity
    
    $
    278,735
    
    
    $
    287,112
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##### Table of Contents



T-3
ENERGY SERVICES, INC. AND SUBSIDIARIES
  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands except per share amounts)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues:Products
    
    $
    39,098
    
    
    $
    59,635
    
    
    $
    141,645
    
    
    $
    175,386Services
    
    
    8,392
    
    
    
    10,203
    
    
    
    24,379
    
    
    
    31,31247,490
    
    
    
    69,838
    
    
    
    166,024
    
    
    
    206,698Cost of revenues:Products
    
    
    25,819
    
    
    
    37,440
    
    
    
    90,226
    
    
    
    107,815Services
    
    
    5,049
    
    
    
    6,100
    
    
    
    14,488
    
    
    
    18,33430,868
    
    
    
    43,540
    
    
    
    104,714
    
    
    
    126,149Gross profit
    
    
    16,622
    
    
    
    26,298
    
    
    
    61,310
    
    
    
    80,549Selling, general and administrative expenses
    
    
    12,876
    
    
    
    15,696
    
    
    
    44,422
    
    
    
    44,226Income from operations
    
    
    3,746
    
    
    
    10,602
    
    
    
    16,888
    
    
    
    36,323Interest expense
    
    
    (159
    )
    
    
    (453
    )
    
    
    (641
    )
    
    
    (1,946
    )Interest income
    
    
    15
    
    
    
    80
    
    
    
    15
    
    
    
    143Equity in earnings (loss) of unconsolidated
affiliates
    
    
    359
    
    
    
    (206
    )
    
    
    912
    
    
    
    175Other income, net
    
    
    1,219
    
    
    
    42
    
    
    
    1,469
    
    
    
    168Income from continuing operations before
provision for income taxes
    
    
    5,180
    
    
    
    10,065
    
    
    
    18,643
    
    
    
    34,863Provision for income taxes
    
    
    1,101
    
    
    
    5,359
    
    
    
    5,856
    
    
    
    13,128Income from continuing operations
    
    
    4,079
    
    
    
    4,706
    
    
    
    12,787
    
    
    
    21,735Loss from discontinued operations, net of tax
    
    
    
    
    
    
    (9
    )
    
    
    
    
    
    
    (20
    )Net income
    
    $
    4,079
    
    
    $
    4,697
    
    
    $
    12,787
    
    
    $
    21,715Basic earnings per common share:Continuing operations
    
    $
    .32
    
    
    $
    .38
    
    
    $
    1.01
    
    
    $
    1.75Discontinued operations
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Net income per common share
    
    $
    .32
    
    
    $
    .38
    
    
    $
    1.01
    
    
    $
    1.75Diluted earnings per common share:Continuing operations
    
    $
    .32
    
    
    $
    .37
    
    
    $
    1.00
    
    
    $
    1.69Discontinued operations
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Net income per common share
    
    $
    .32
    
    
    $
    .37
    
    
    $
    1.00
    
    
    $
    1.69Weighted average common shares outstanding:Basic
    
    
    12,811
    
    
    
    12,504
    
    
    
    12,660
    
    
    
    12,437Diluted
    
    
    12,887
    
    
    
    12,872
    
    
    
    12,758
    
    
    
    12,885
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T-3
ENERGY SERVICES, INC. AND SUBSIDIARIES
  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
 Nine Months EndedSeptember 30,2009
    
    
    2008Cash flows from operating activities:Net income
    
    $
    12,787
    
    
    $
    21,715Adjustments to reconcile net income to net cash
provided by operating activities:Loss from discontinued operations, net of tax
    
    
    
    
    
    
    20Bad debt expense
    
    
    361
    
    
    
    340Depreciation and amortization
    
    
    6,484
    
    
    
    6,444Amortization of deferred loan costs
    
    
    171
    
    
    
    174Loss (gain) on sale of assets
    
    
    18
    
    
    
    (33
    )Write-off of property and equipment, net
    
    
    93
    
    
    
    25Deferred taxes
    
    
    (1,137
    )
    
    
    (718
    )Employee stock-based compensation expense
    
    
    5,026
    
    
    
    4,025Excess tax benefits from stock-based compensation
    
    
    (122
    )
    
    
    (1,688
    )Equity in earnings of unconsolidated affiliate
    
    
    (912
    )
    
    
    (175
    )Changes in assets and liabilities, net of effect of
acquisitions and dispositions:Accounts receivable  trade
    
    
    17,445
    
    
    
    1,249Inventories
    
    
    3,176
    
    
    
    (12,630
    )Prepaids and other current assets
    
    
    1,497
    
    
    
    (539
    )Other assets
    
    
    58
    
    
    
    (219
    )Accounts payable  trade
    
    
    (10,325
    )
    
    
    3,452Accrued expenses and other
    
    
    (2,840
    )
    
    
    5,868Net cash provided by operating activities
    
    
    31,780
    
    
    
    27,310Cash flows from investing activities:Purchases of property and equipment
    
    
    (4,181
    )
    
    
    (7,488
    )Proceeds from sales of property and equipment
    
    
    116
    
    
    
    92Equity investments in unconsolidated affiliates
    
    
    (2,039
    )
    
    
    Cash paid for acquisitions, net of cash acquired
    
    
    (7,474
    )
    
    
    (2,732
    )Net cash used in investing activities
    
    
    (13,578
    )
    
    
    (10,128
    )Cash flows from financing activities:Net borrowings (repayments) under swing line credit facility
    
    
    (750
    )
    
    
    4,414Borrowings on revolving credit facility
    
    
    19,000
    
    
    
    Repayments on revolving credit facility
    
    
    (37,000
    )
    
    
    (34,000
    )Payments on long-term debt
    
    
    (113
    )
    
    
    (93
    )Debt financing costs
    
    
    
    
    
    
    (78
    )Proceeds from exercise of stock options
    
    
    2,404
    
    
    
    3,084Proceeds from exercise of warrants
    
    
    
    
    
    
    38Excess tax benefits from stock-based compensation
    
    
    122
    
    
    
    1,688Net cash used in financing activities
    
    
    (16,337
    )
    
    
    (24,947
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    94
    
    
    
    (137
    )Net increase (decrease) in cash and cash equivalents
    
    
    1,959
    
    
    
    (7,902
    )Cash and cash equivalents, beginning of period
    
    
    838
    
    
    
    9,522Cash and cash equivalents, end of period
    
    $
    2,797
    
    
    $
    1,620
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T-3
ENERGY SERVICES, INC. AND SUBSIDIARIES
  CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(in thousands)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net income
    
    $
    4,079
    
    
    $
    4,697
    
    
    $
    12,787
    
    
    $
    21,715Other comprehensive income (loss):Foreign currency translation adjustment, net of tax
    
    
    679
    
    
    
    (650
    )
    
    
    1,351
    
    
    
    (1,120
    )Comprehensive income
    
    $
    4,758
    
    
    $
    4,047
    
    
    $
    14,138
    
    
    $
    20,595
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T-3
ENERGY SERVICES, INC. AND SUBSIDIARIES
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 1. BASIS OF PRESENTATION
  Fair Value of Financial Instruments
  Goodwill and Other Long-Lived Assets
    
    
    further, and sustained, deterioration in global economic conditions;
    
    changes in the Companys outlook for future profits and cash flows;
    
    further reductions in the market price of the Companys common stock;
    
    increased costs of capital; and/or
    
    reductions in valuations of other public companies within the Companys industry or
valuations observed in acquisition transactions within the Companys industry.
  5




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
    
    changes in the nature of the assets;
    
    changes in the future economic benefit of the assets; and/or
    
    changes in any historical or future profitability measurements and other external
market conditions or factors that may be present.
  New Accounting Pronouncements
    Subsequent Events
   6




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2. BUSINESS COMBINATIONS AND DISPOSITIONS
 Business Combinations
      2009
    
    
    2008Fair value of tangible and intangible assets,
net of cash acquired
    
    $
    8,798
    
    
    $
    2,801Goodwill recorded
    
    
    
    
    
    
    758Total liabilities assumed
    
    
    (1,324
    )
    
    
    (827
    )Common stock issued
    
    
    
    
    
    
    Cash paid for acquisitions, net of cash
acquired
    
    $
    7,474
    
    
    $
    2,732
 Dispositions
  7




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3. INVENTORIES
  September 30,
    
    
    December 31,2009
    
    
    2008Raw materials
    
    $
    6,185
    
    
    $
    8,063Work in process
    
    
    13,095
    
    
    
    14,680Finished goods and component parts
    
    
    38,878
    
    
    
    35,679$
    58,158
    
    
    $
    58,422
 4. DEBT
   5. EARNINGS PER SHARE
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Three Months EndedSeptember 30,2009
    
    
    2008Numerator:Income from continuing operations
    
    $
    4,079
    
    
    $
    4,706Loss from discontinued operations
    
    
    
    
    
    
    (9
    )Net income
    
    $
    4,079
    
    
    $
    4,697Denominator:Weighted average common shares
outstanding  basic
    
    
    12,811
    
    
    
    12,504Shares for dilutive stock options,
restricted stock and warrants
    
    
    76
    
    
    
    368Weighted average common shares
outstanding  diluted
    
    
    12,887
    
    
    
    12,872Basic earnings per common share:Continuing operations
    
    $
    .32
    
    
    $
    .38Discontinued operations
    
    
    
    
    
    
    Net income per common share
    
    $
    .32
    
    
    $
    .38Diluted earnings per common share:Continuing operations
    
    $
    .32
    
    
    $
    .37Discontinued operations
    
    
    
    
    
    
    Net income per common share
    
    $
    .32
    
    
    $
    .37
  Nine Months EndedSeptember 30,2009
    
    
    2008Numerator:Income from continuing operations
    
    $
    12,787
    
    
    $
    21,735Loss from discontinued operations
    
    
    
    
    
    
    (20
    )Net income
    
    $
    12,787
    
    
    $
    21,715Denominator:Weighted average common shares
outstanding  basic
    
    
    12,660
    
    
    
    12,437Shares for dilutive stock options,
restricted stock and warrants
    
    
    98
    
    
    
    448Weighted average common shares
outstanding  diluted
    
    
    12,758
    
    
    
    12,885Basic earnings per common share:Continuing operations
    
    $
    1.01
    
    
    $
    1.75Discontinued operations
    
    
    
    
    
    
    Net income per common share
    
    $
    1.01
    
    
    $
    1.75Diluted earnings per common share:Continuing operations
    
    $
    1.00
    
    
    $
    1.69Discontinued operations
    
    
    
    
    
    
    Net income per common share
    
    $
    1.00
    
    
    $
    1.69
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6. SEGMENT INFORMATION
    (dollars in thousands)PressureControl
    
    Corporate
    
    ConsolidatedThree months ended September 30:2009Revenues
    
    $
    47,490
    
    
    $
    
    
    
    $
    47,490Depreciation and amortization
    
    
    2,019
    
    
    
    238
    
    
    
    2,257Income (loss) from operations
    
    
    8,048
    
    
    
    (4,302
    )
    
    
    3,746Capital expenditures
    
    
    1,230
    
    
    
    19
    
    
    
    1,2492008Revenues
    
    $
    69,838
    
    
    $
    
    
    
    $
    69,838Depreciation and amortization
    
    
    1,733
    
    
    
    267
    
    
    
    2,000Income (loss) from operations
    
    
    17,749
    
    
    
    (7,147
    )
    
    
    10,602Capital expenditures
    
    
    1,553
    
    
    
    309
    
    
    
    1,862
 (dollars in thousands)PressureControl
    
    Corporate
    
    ConsolidatedNine months ended September 30:2009Revenues
    
    $
    166,024
    
    
    $
    
    
    
    $
    166,024Depreciation and amortization
    
    
    5,806
    
    
    
    678
    
    
    
    6,484Income (loss) from operations
    
    
    34,220
    
    
    
    (17,332
    )
    
    
    16,888Capital expenditures
    
    
    3,629
    
    
    
    552
    
    
    
    4,1812008Revenues
    
    $
    206,698
    
    
    $
    
    
    
    $
    206,698Depreciation and amortization
    
    
    5,511
    
    
    
    933
    
    
    
    6,444Income (loss) from operations
    
    
    54,604
    
    
    
    (18,281
    )
    
    
    36,323Capital expenditures
    
    
    6,658
    
    
    
    830
    
    
    
    7,488
 7. COMMITMENTS AND CONTINGENCIES
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Chevron, U.S.A. v. Aker Maritime, Inc
  8. STOCKHOLDERS EQUITY
 Common Stock
  Warrants
  Additional Paid-In Capital
  9. STOCK-BASED COMPENSATION
  11




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Stock Option Awards
  Nine Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2009
    
    2008Expected volatility
    
    
    57.96
    %
    
    
    50.00
    %Risk-free interest rate
    
    
    2.33
    %
    
    
    2.28
    %Expected term (in years)
    
    
    4.5
    
    
    
    4.7
   Restricted Stock Awards
   12




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10. INCOME TAXES
   11. OTHER
 Change in Accounting Principle
  Strategic Alternatives Costs
  13




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ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 General
   Outlook
  WTI
    
    Henry Hub
    
    United States
    
    Canada
    
    InternationalQuarter Ended:
    
    Oil
    
    Gas
    
    Rig Count
    
    Rig Count
    
    Rig CountSeptember 30, 2007
    
    $
    75.46
    
    
    $
    6.25
    
    
    
    1,788
    
    
    
    348
    
    
    
    1,020December 31, 2007
    
    $
    90.68
    
    
    $
    7.40
    
    
    
    1,790
    
    
    
    356
    
    
    
    1,017March 31, 2008
    
    $
    97.94
    
    
    $
    8.72
    
    
    
    1,770
    
    
    
    507
    
    
    
    1,046June 30, 2008
    
    $
    126.35
    
    
    $
    11.47
    
    
    
    1,864
    
    
    
    169
    
    
    
    1,084September 30, 2008
    
    $
    118.05
    
    
    $
    9.00
    
    
    
    1,978
    
    
    
    432
    
    
    
    1,096December 31, 2008
    
    $
    58.35
    
    
    $
    6.38
    
    
    
    1,898
    
    
    
    408
    
    
    
    1,090March 31, 2009
    
    $
    42.91
    
    
    $
    4.49
    
    
    
    1,326
    
    
    
    329
    
    
    
    1,025June 30, 2009
    
    $
    59.44
    
    
    $
    3.80
    
    
    
    936
    
    
    
    90
    
    
    
    982September 30, 2009
    
    $
    68.20
    
    
    $
    3.42
    
    
    
    973
    
    
    
    187
    
    
    
    969
 www.eia.doe.gov www.oilnergy.com www.bakerhughes.com
   14




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Results of Operations
 Three Months ended September 30, 2009 Compared with Three Months ended September 30, 2008
 Revenues.
 Gross Profit.
 Selling, General and Administrative Expenses.
 Interest Expense.
 Equity in Earnings (Loss) of Unconsolidated Affiliates.
 Other Income, Net.
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Income Taxes.
 Income from Continuing Operations.
 Nine Months ended September 30, 2009 Compared with Nine Months ended September 30, 2008
 Revenues.
 Gross Profit.
 Selling, General and Administrative Expenses.
 Interest Expense.
 16




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Equity in Earnings of Unconsolidated Affiliates.
 Other Income, Net.
 Income Taxes.
 Income from Continuing Operations.
 Liquidity and Capital Resources
  Net Cash Provided by Operating Activities.
 Net Cash Used in Investing Activities.
 Net Cash Used in Financing Activities.
 17




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Principal Debt Instruments.
      Off-Balance Sheet Arrangements.
 18




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Critical Accounting Policies and Estimates
     
    
    further, and sustained, deterioration in global economic conditions;
    
    changes in our outlook for future profits and cash flows;
    
    further reductions in the market price of our stock;
    
    increased costs of capital; and/or
    
    reductions in valuations of other public companies within our industry or
valuations observed in acquisition transactions within our industry.
  
    
    changes in the nature of the assets;
    
    changes in the future economic benefit of the assets; and/or
    
    changes in any historical or future profitability measurements and other external
market conditions or factors that may be present.
   19




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New Accounting Pronouncements
    Cautionary Note Regarding Forward-Looking Statements
  20




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21




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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
       22




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ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Controls Over Financial Reporting
  23




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PART II
 
 Item 6. Exhibits
 Exhibit Number
    
    
    
    Identification of Exhibit3.1
    
    
    
    Certificate of Incorporation of T-3 Energy Services, Inc.
(incorporated herein by reference to Exhibit 3.1 to the
Companys Current Report on Form 8-K dated December 31,
2001).3.2
    
    
    
    Certificate of Amendment to the Certificate of
Incorporation of T-3 Energy Services, Inc. (incorporated
herein by reference to Exhibit 3.2 to the Companys
Quarterly Report on Form 10-Q for the period ended June
30, 2005).3.3
    
    
    
    Certificate of Amendment to the Certificate of
Incorporation of T-3 Energy Services, Inc. (incorporated
herein by reference to Exhibit 3.1 to the Companys
Quarterly Report on Form 10-Q for the period ended June
30, 2006).3.4
    
    
    
    Certificate of Amendment to the Certificate of
Incorporation of T-3 Energy Services, Inc. (incorporated
herein by reference to Exhibit 3.1 to the Companys
Quarterly Report on Form 10-Q for the period ended June
30, 2007).3.5
    
    
    
    Amended and Restated Bylaws of T-3 Energy Services, Inc.
(incorporated herein by reference to Exhibit 3.1 to the
Companys Current Report on Form 8-K dated December 11,
2007).3.6
    
    
    
    Amendment to Amended and Restated Bylaws of T-3 Energy
Services, Inc. (incorporated by reference to Exhibit 3.1
to the Companys Current Report on Form 8-K dated November
5, 2007).4.1
    
    
    
    Specimen Certificate of Common Stock, $.001 par value, of
the Company (incorporated herein by reference to Exhibit
4.1 to the Companys 2001 Annual Report on Form 10-K).31.1*
    
    
    
    Certification of Chief Executive Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a), promulgated under the
Securities Exchange Act of 1934, as amended.31.2*
    
    
    
    Certification of Chief Financial Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a), promulgated under the
Securities Exchange Act of 1934, as amended.32.1**
    
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, As
Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act
Of 2002 (Chief Executive Officer).32.2**
    
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, As
Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act
Of 2002 (Chief Financial Officer).
 
 *
    
    Filed herewith.**
    
    Furnished herewith. 24




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SIGNATURES
 Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized, on the 3rd day of November 2009.
 T-3 ENERGY SERVICES, INC.By:
    /s/ JAMES M. MITCHELLJames M. Mitchell (Chief FinancialOfficer and Senior Vice President) 25




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##### Table of Contents



INDEX TO EXHIBITS
 Exhibit Number
    
    
    
    Identification of Exhibit3.1
    
    
    
    Certificate of Incorporation of T-3 Energy Services, Inc.
(incorporated herein by reference to Exhibit 3.1 to the
Companys Current Report on Form 8-K dated December 31,
2001).3.2
    
    
    
    Certificate of Amendment to the Certificate of
Incorporation of T-3 Energy Services, Inc. (incorporated
herein by reference to Exhibit 3.2 to the Companys
Quarterly Report on Form 10-Q for the period ended June
30, 2005).3.3
    
    
    
    Certificate of Amendment to the Certificate of
Incorporation of T-3 Energy Services, Inc. (incorporated
herein by reference to Exhibit 3.1 to the Companys
Quarterly Report on Form 10-Q for the period ended June
30, 2006).3.4
    
    
    
    Certificate of Amendment to the Certificate of
Incorporation of T-3 Energy Services, Inc. (incorporated
herein by reference to Exhibit 3.1 to the Companys
Quarterly Report on Form 10-Q for the period ended June
30, 2007).3.5
    
    
    
    Amended and Restated Bylaws of T-3 Energy Services, Inc.
(incorporated herein by reference to Exhibit 3.1 to the
Companys Current Report on Form 8-K dated December 11,
2007).3.6
    
    
    
    Amendment to Amended and Restated Bylaws of T-3 Energy
Services, Inc. (incorporated by reference to Exhibit 3.1
to the Companys Current Report on Form 8-K dated November
5, 2007).4.1
    
    
    
    Specimen Certificate of Common Stock, $.001 par value, of
the Company (incorporated herein by reference to Exhibit
4.1 to the Companys 2001 Annual Report on Form 10-K).31.1*
    
    
    
    Certification of Chief Executive Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a), promulgated under the
Securities Exchange Act of 1934, as amended.31.2*
    
    
    
    Certification of Chief Financial Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a), promulgated under the
Securities Exchange Act of 1934, as amended.32.1**
    
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, As
Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act
Of 2002 (Chief Executive Officer).32.2**
    
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, As
Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act
Of 2002 (Chief Financial Officer).
 
 *
    
    Filed herewith.**
    
    Furnished herewith.